These Terms of Service ("Terms") are a binding agreement between you ("you," "Customer") and Capex USA, Inc., a Delaware corporation with its principal place of business at US Bank Tower, 633 West Fifth Street, 26th Floor, Los Angeles, CA 90071, USA ("Suzanoh," "we," "us," "our").
They govern your access to and use of the Suzanoh website at suzanoh.ai (the "Site"), our AI chat and voice platform, widgets, dashboards, APIs, and related services (together, the "Services").
PLEASE READ SECTION 18 (DISPUTE RESOLUTION; ARBITRATION; CLASS-ACTION WAIVER) CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS. YOU MAY OPT OUT AS DESCRIBED IN SECTION 18.7.
By creating an account, clicking "I agree," subscribing to a paid plan, or otherwise accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
1. Who May Use the Services
You must be at least 18 years old and able to form a binding contract. If you use the Services on behalf of a company or other organization, you represent that you have authority to bind that entity, and "you" and "Customer" refer to that entity. The Services are intended for business use.
2. Accounts and Workspaces
2.1 Registration. To use most features you must create an account. When you sign up, we may automatically create a personal workspace for you on our free plan (see Section 4). You must provide accurate, current information and keep it up to date.
2.2 Account security. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at info@capex.ai if you suspect unauthorized use. We are not liable for losses arising from your failure to secure your account.
2.3 Users you invite. You are responsible for the acts and omissions of anyone you invite to or permit to use your workspace, and for ensuring they comply with these Terms.
3. The Services
3.1 What we provide. Suzanoh provides an AI-powered chat widget and, where enabled, voice AI, pop-ups, messaging integrations (which may include SMS and third-party messaging channels), and supporting dashboards and analytics that you can deploy on your own website or connected channels to interact with your end users ("End Users").
3.2 Configuration is yours. You control how the Services are configured, what content and instructions you provide, which channels you enable, and how you deploy the Services to your End Users. You are responsible for those decisions and their consequences.
3.3 Changes to the Services. We are continuously improving the Services and may add, modify, or remove features. We will use reasonable efforts to notify you of material adverse changes to paid features.
4. Free Plan
4.1 Free plan (60-day period). The free plan is provided at no charge for a period of 60 days from the date your free workspace is created, and is not a permanent plan. It is subject to usage limits, feature restrictions, and fair-use conditions that we may set and change at any time. After the 60-day period ends, continued use of the Services requires a paid subscription.
4.2 We may modify or discontinue. We may change, limit, suspend, or discontinue the free plan (in whole or in part) at any time. We will use reasonable efforts to give notice before a material change or discontinuation of the free plan.
4.3 "As is." The free plan is provided on an "as is" and "as available" basis, without warranties or service commitments of any kind.
5. Paid Plans, Billing, and Renewals
5.1 Plans. Paid subscriptions (currently Starter, Growth, and Scale, each bundling chat and voice) are described on our pricing page. Plan features, limits, and prices are those shown at the time you subscribe.
5.2 Payment processor. Payments are processed by our third-party processor, Stripe. By providing payment details, you authorize us and Stripe to charge your payment method for all fees due. You are also bound by Stripe's applicable terms.
5.3 Subscription term and automatic renewal. Paid plans are offered on a recurring (e.g., monthly or annual) basis. Your subscription automatically renews for successive periods of the same length at the then-current price until you cancel. We will charge your payment method at the start of each renewal period.
5.4 Cancellation. You may cancel at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current paid period; you retain access until then. Fees already paid are non-refundable except as required by law or as expressly stated in Section 5.9.
5.5 Price changes. We may change prices, plans, and included usage. For changes to your existing subscription, we will provide at least 30 days' notice before the change takes effect at your next renewal. Continued use after the change takes effect constitutes acceptance of the new price.
5.6 Usage limits and overages. Each plan includes defined usage allowances (for example, message, conversation, or voice-minute limits). Usage beyond your plan's allowance may be subject to overage charges, rate limiting, or feature suspension as described on the pricing page or in your plan. Regional pricing may apply.
5.7 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, consumption, withholding, and similar taxes, excluding taxes on our net income.
5.8 Failed payments. If a charge fails, we may retry the charge, suspend paid features, or downgrade your account after reasonable notice.
5.9 Refunds. Except where required by law or expressly stated in writing, all fees are non-refundable and there are no refunds or credits for partial periods, unused allowances, or features not used.
6. Acceptable Use
You are solely responsible for how you use the Services and for the communications you send to End Users through them. You will not, and will not permit anyone to, use the Services to:
(a) send calls, SMS, or other communications to any person without the consent legally required for that communication, including consent required under the U.S. Telephone Consumer Protection Act (TCPA), FCC rules, and applicable state telemarketing laws;
(b) send communications to numbers on any applicable Do-Not-Call list, or otherwise violate any applicable telemarketing, anti-spam, or messaging law or carrier requirement (including 10DLC registration requirements for U.S. SMS);
(c) provide investment, securities, insurance, tax, legal, medical, or other regulated or professional advice, or deploy AI outputs as binding professional advice, without the appropriate authorization, disclosures, and human review;
(d) cause the AI to claim to be a human when an End User sincerely asks whether they are interacting with a person or an AI, or otherwise deploy deceptive AI personas;
(e) impersonate any person or entity, or misrepresent your affiliation with any person or entity;
(f) transmit content that is unlawful, defamatory, harassing, obscene, infringing, or that violates the rights of others, or that harms minors;
(g) discriminate against individuals on the basis of protected characteristics;
(h) upload malicious code, attempt to gain unauthorized access to the Services, interfere with their operation, or circumvent usage limits or security measures;
(i) use the Services to build a competing product, or reverse engineer, decompile, or extract the underlying models or software except to the extent this restriction is prohibited by law; or
(j) violate any applicable law or the terms of any third-party channel or service you connect (see Section 9).
We may investigate suspected violations and may suspend or terminate access for conduct that violates this Section or creates risk or legal exposure for us or others.
7. Your Compliance Responsibilities (Voice, SMS, Recording, Privacy)
Because you control how the Services communicate with your End Users, you — not Suzanoh — are responsible for complying with the laws that govern those communications. In particular:
7.1 Consent and telemarketing. You are solely responsible for obtaining and maintaining all legally required consents from End Users before any automated, AI-powered, or marketing call or message is placed or sent using the Services; for scrubbing your lists against applicable Do-Not-Call registries; and for complying with the TCPA, FCC rules, CAN-SPAM, and all applicable federal and state telemarketing and messaging laws. Suzanoh provides the platform technology only and is not the initiator of your communications.
7.2 SMS registration. Where you use SMS features, you are responsible for providing accurate campaign and use-case information required for 10DLC (or equivalent) carrier registration and for complying with carrier program requirements.
7.3 Call recording. If you enable call recording, you are responsible for providing any legally required recording disclosures and obtaining any required consent. Several U.S. states (including California, Illinois, Florida, and Washington) require all-party consent. You must configure and use recording features accordingly.
7.4 AI identification. You must ensure the Services disclose that an End User is interacting with an AI where required by law and whenever an End User sincerely asks.
7.5 Privacy notices and cookies. You are responsible for maintaining a privacy policy and providing any notices and choices (including cookie/tracking consent banners where required) to your End Users covering your collection and use of their data through the Services, including under the CCPA/CPRA and other applicable privacy laws.
7.6 Your regulated activities. You are responsible for compliance with all laws applicable to your own business and regulated activities. Each party is responsible for compliance with the laws applicable to its own activities.
8. Customer Content and Data
8.1 Your content. "Customer Content" means the data, text, files, instructions, knowledge-base materials, and other content that you or your End Users submit to or generate through the Services. As between you and us, you own and retain all rights to Customer Content.
8.2 License to operate. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Content solely as needed to provide, secure, maintain, and support the Services, and as otherwise permitted by these Terms and our Privacy Policy.
8.3 Responsibility for content. You represent that you have all rights and permissions necessary to submit Customer Content and to allow us to process it, and that Customer Content and its use do not violate any law or third-party right.
8.4 Data roles and Privacy Policy. Our collection and use of personal data is described in our Privacy Policy (https://www.suzanoh.ai/privacy-policy), which is incorporated into these Terms. With respect to personal data of your End Users processed through the Services, you generally act as the controller (or "business") and we act as the processor (or "service provider"), and we will process such personal data on your behalf and per your instructions. Where a separate data processing agreement applies, it governs to the extent of any conflict on data-protection matters.
8.5 Use of data to improve the Services. In addition to the license in Section 8.2, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use Customer Content and the data generated through your and your End Users' use of the Services — including conversation transcripts, prompts, inputs, outputs, interaction data, feedback, and associated metadata ("Conversation Data") — to provide, operate, secure, maintain, analyze, develop, and improve the Services.
We may use aggregated, anonymized, or de-identified Conversation Data — which cannot reasonably be used to identify you or an End User — to develop, train, fine-tune, evaluate, and improve our artificial-intelligence and machine-learning models and features, including models and features made available to other customers. We may continue to use such aggregated, anonymized, or de-identified data after termination of the Services.
We handle personal data contained in Customer Content or Conversation Data in accordance with applicable law, our Privacy Policy, and any applicable data processing agreement. We do not use identifiable End-User personal information to train models made available to other customers except in aggregated or de-identified form or with the consent required by law.
Your controls. You can opt out of, or limit, certain uses of Conversation Data by submitting a request through our contact form at https://www.suzanoh.ai/contact-us (or by emailing info@capex.ai). You are responsible for informing your End Users about your use of the Services as described in Section 7.5.
9. Third-Party Services and Channels
The Services may integrate with or depend on third-party platforms and providers (for example, LLM providers, cloud infrastructure, payment processors, SMS and RCS carriers, and messaging channels such as Meta/Facebook Messenger and Instagram). Your use of those third-party services is subject to their own terms, and you are responsible for complying with them. We are not responsible for third-party services, and we are not liable for service interruptions, restrictions, or changes caused by third-party providers, their API or policy changes, or their acts or omissions outside our reasonable control. We will use reasonable efforts to give notice of known third-party changes that materially affect the Services.
10. AI Outputs
10.1 Nature of AI. The Services use artificial intelligence. AI outputs are generated automatically and may be inaccurate, incomplete, or unsuitable for a particular purpose. We do not warrant the accuracy, completeness, reliability, or fitness of any AI output.
10.2 Not professional advice. AI outputs do not constitute legal, financial, investment, insurance, tax, medical, or other professional advice. You are responsible for reviewing AI outputs and for any decisions or communications you make based on them, including implementing human review where appropriate.
10.3 Ownership of outputs. As between you and us, and to the extent permitted by applicable law, you own all right, title, and interest, if any, in the outputs generated by the Services specifically for you ("Outputs"), and to the extent we hold any such rights we assign them to you. This assignment does not include any rights in the Services or the underlying models, model weights, software, algorithms, tools, or technology used to generate Outputs. Because of the nature of AI, Outputs may not be unique, and the Services may generate the same or similar outputs for other users; we do not represent or warrant that any Output is original, copyrightable, exclusive, or free of third-party rights, and under current law AI-generated content may not be protectable by copyright absent sufficient human authorship. You grant us a license to use Outputs as part of Conversation Data in accordance with Section 8.5.
11. Intellectual Property
11.1 Our IP. We and our licensors own all right, title, and interest in and to the Services, including the platform, software, models, model weights, tools, infrastructure, documentation, and all related intellectual property. Except for the limited rights expressly granted to you, no rights are granted.
11.2 Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.
11.3 Our marks. "Suzanoh" and our logos are our trademarks. You may not use them without our prior written consent.
12. Confidentiality
Each party may receive non-public information of the other. The receiving party will use it only to exercise its rights and perform its obligations under these Terms and will protect it using reasonable care. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, or where disclosure is required by law. This Section does not restrict our use of Customer Content, Conversation Data, or Outputs as permitted by Section 8.
13. Disclaimers
THE SERVICES, INCLUDING THE FREE PLAN AND ALL AI OUTPUTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUTS WILL BE ACCURATE OR RELIABLE. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.
14. Limitation of Liability
14.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU PAID TO US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (b) US $100.
14.3 Free plan. FOR THE FREE PLAN, OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED US $100.
14.4 Exceptions. The limitations above do not apply to a party's liability for its own gross negligence, willful misconduct, or fraud, to your payment obligations, or to your obligations under Section 15 (Indemnification), in each case to the extent such limitation is prohibited by law.
15. Indemnification
You will defend, indemnify, and hold harmless Suzanoh and its affiliates, officers, employees, and agents from and against any third-party claims, and any resulting damages, liabilities, penalties, fines, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your use of the Services; (b) your communications with End Users, including any claim under the TCPA, FCC rules, state telemarketing, recording-consent, anti-spam, or privacy laws; (c) Customer Content; (d) your breach of these Terms or violation of law; or (e) your failure to obtain any required consent. We will notify you of the claim, give you control of the defense (subject to our right to participate with our own counsel), and reasonably cooperate. You may not settle any claim in a way that imposes obligations on us without our consent.
16. Suspension and Termination
16.1 By you. You may stop using the Services and cancel at any time as described in Section 5.
16.2 By us. We may suspend or terminate your access, in whole or in part, if: (a) you breach these Terms, including the Acceptable Use provisions in Section 6; (b) your use creates legal, security, or operational risk; (c) you fail to pay; or (d) required by law. Where practicable and not prohibited, we will give reasonable notice.
16.3 Effect of termination. On termination, your right to use the Services ends. Sections that by their nature should survive (including Sections 5.7, 8, 10, 11, 12, 13, 14, 15, 18, and 19) survive. Following termination, we may delete Customer Content in the ordinary course; you are responsible for exporting any Customer Content you wish to keep before termination.
17. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by posting the updated Terms with a new "Last updated" date and, where appropriate, by email or in-product notice). Changes take effect when posted unless stated otherwise. Your continued use of the Services after changes take effect constitutes acceptance. If you do not agree, you must stop using the Services.
18. Dispute Resolution; Binding Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
18.1 Informal resolution first. Before starting arbitration, you agree to first contact us at info@capex.ai and describe the dispute, and to try in good faith to resolve it for at least 60 days. Many disputes can be resolved this way.
18.2 Agreement to arbitrate. If we cannot resolve a dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (and, where applicable, its Consumer Arbitration Rules), rather than in court, except as stated below.
18.3 Arbitration procedure. The arbitration will be conducted by a single arbitrator. The seat/location of arbitration will be Wilmington, Delaware, and hearings may be conducted by videoconference. The arbitrator's award is final and binding and may be entered in any court of competent jurisdiction.
18.4 Class-action and jury waiver. YOU AND WE AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court, and the rest of this Section 18 remains in effect.
18.5 Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in court to protect its intellectual property or confidential information.
18.6 Governing rules. This Section is governed by the Federal Arbitration Act.
18.7 Your right to opt out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to info@capex.ai with your name, account email, and a clear statement that you opt out of arbitration. If you opt out, Section 19 (Governing Law) still applies and disputes will be resolved in the courts identified there.
19. Governing Law and Venue
These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods. Subject to Section 18, the state and federal courts located in Delaware have exclusive jurisdiction, and you consent to personal jurisdiction and venue there.
20. Export and Sanctions Compliance
You represent that you are not located in, and will not use the Services in or for the benefit of, any country or party subject to applicable U.S. or other trade sanctions or export restrictions, and that you will comply with applicable export-control and sanctions laws.
21. General
21.1 Entire agreement. These Terms, the Privacy Policy, our pricing page, and any order or plan you accept form the entire agreement between you and us regarding the Services and supersede prior agreements on that subject.
21.2 Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
21.3 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including third-party service failures, network outages, acts of government, and natural events.
21.4 Notices. We may provide notices to you by email, through the Services, or by posting to the Site. You may send legal notices to us at Capex USA, Inc., US Bank Tower, 633 West Fifth Street, 26th Floor, Los Angeles, CA 90071, USA, and info@capex.ai.
21.5 Electronic communications. You consent to receive communications from us electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.
21.6 Severability; waiver. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver.
21.7 No third-party beneficiaries. Except as expressly stated, these Terms create no third-party beneficiary rights.
21.8 Relationship. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship.
21.9 Language. These Terms are drafted in English, which controls in the event of any conflict with a translation.
22. Contact
Capex USA, Inc. US Bank Tower, 633 West Fifth Street, 26th Floor Los Angeles, CA 90071, USA Email: info@capex.ai Web: https://www.suzanoh.ai
